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HomeMy WebLinkAbout2019-025 Health - UNC Dept of Family Medicine community health grant subcontract [Departmental Use Only] TITLE UNC CHG Subcontract FY 2018 -19 ORANGE COUNTY CONTRACT UNDER $ 15 ,000 . 00 NORTH CAROLINA THIS AGREEMENT, made and entered into this first day of July, 2018, (" Effective Date") by and between Orange County , North Carolina, a political subdivision of the State of North Carolina, (the " County " ) , party of the first part; and The University of North Carolina at Chapel Hill (the " Provider" ) , party of the second part; WITNESSETH . For the purpose and subject to the terms and conditions hereinafter set forth , the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence : The services and/or materials (hereinafter referred to collectively as " Services") to be furnished under this Agreement are as follows : Assist the Orange County Health Department Nutrition Services in execution of deliverables for the Community Health Grant by completing the duties described in the attached Exhibit A " Scope of Work " under the section entitled " UNC Department of Family Medicine Duties . " The term of this agreement rendered shall be from July 1 , 2018 to June 30 , 2019 . Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County . Provider shall be responsible for all errors or omissions , in the performance of the Agreement. Provider shall correct any and all errors , omissions, discrepancies, ambiguities , mistakes or conflicts at no additional cost to the County . Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County . SPECIFIC TERMS ] . Payment : The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement . The amount to be paid by the County shall not exceed Nine Thousand Three Hundred Sixty Five Dollars , ($9, 365 ) . The County shall monitor Services requested to limit Services to those that can be covered by the maximum amount stated in this Agreement . Payment shall be made within thirty (30) days of an invoice properly submitted to County . Should Provider fail to perform its duties under the terms of this Agreement, County may , without fault or penalty , withhold any payment associated with the work to be performed until such time as said work is completed . 2 . Non—waiver : Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County 's right hereunder to enforce the same , nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non- Waiver Clause . 3 . Independent Contractor : The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider ' s acts or omissions . The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax , unemployment or workers ' compensation purposes . The Provider understands that neither federal , nor state , nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. Revised 7/ 18 1 4 . Insurance : Provider, an agency of the State of North Carolina, is responsible for its and its employees ' negligence as provided under North Carolina law . Provider shall maintain professional liability self- insurance coverage sufficient to adequately insure itself during the performance of these services . 5 . Indemni : The Provider agrees to defend , indemnify , and hold harmless Orange County from all losses , liabilities , claims , demands, suits , costs , damages or expenses ( including reasonable attorney ' s fees), to the extent provided by the North Carolina Tort Claims Act , arising from bodily injury , including death , to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents , or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. 6 . Termination : This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider . County may suspend this Agreement upon reasonable notice to the Provider. 7 . Entire Agreement and Sianaturess The parties have read this Agreement and agree to be bound by all of its terms , and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties . This Agreement together with any amendments or modifications may be executed electronically . All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I 1 A and Article 40 of North Carolina General Statute Chapter 66 . 8 . Priori : In determining the basic services to be provided , should any documents be referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement . 9 . Governing Law : Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local , state, and federal laws , rules, and regulations including but not limited to all state and federal anti - discrimination laws, policies , rules, and regulations and the Orange County Non- Discrimination Policy . Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County . This paragraph is not intended to limit and does not limit the definition of breach to discrimination . By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified , and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G . S . 147- 86 . 58 . By executing this Agreement Provider certifies that Provider has not been identified , and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G . S . 147460810 10 . Dispute Resolution : Any and all suits or actions to enforce , interpret, or seek damages with respect to any provision of, or the performance or non- performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions . Binding arbitration may not be initiated by either Party , however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action . 1 1 . Non Appropriation : Provider acknowledges that County is a governmental entity , and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate . In the event that public funds are unavailable and not appropriated for the performance of County ' s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non - appropriation of public funds . Revised 7/ 18 2 IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above . ORANGE COUNTY PROVIDER Bye � Bye &L - County Manager Title ; flA Z"e 200 S . Cameron St. The Unlverslty of North Caro Ina at Chapel Hill P . O . Box 8181 590 Manning Drive Hillsborough , NC 27278 Chapel Hill , NC 27599 Revised 7/ 18 3 Exhibit A Scope of Work Purpose : Through a community partnership , the Orange County Health Department ("OCHD ") aims to increase access to primary and preventive care as well as self- management support services for vulnerable patient populations living with chronic disease in Orange County . To meet our performance measures , OCHD plans to take the actions described in its Community Health Grant application ("Application"), which is incorporated by reference herein . Project Scope : 1 . OCHD Duties • Fund 5 . 5 % of UNC Family Medicine ' s Director of Community Health Initiatives salary and 10 % for UNC in - directs for the duties listed below : • Pay eight thousand five hundred fourteen dollars and 00/ 100 ($ 8 , 514) to UNC Department of Family Medicine to fund five and one- half percent ( 5 . 5 %) of Director of Community Health Initiatives Sherry Hay ' s salary . • Pay eight hundred fifty one dollars and 00/ 100 ($ 851 ) to fund ten percent ( 10 %) of UNC in -directs related to this position . • Serve as the lead agency for the Community Health Grant and will be responsible for programmatic and financial reporting to the Office of Rural Health . 2 . UNC Department of Family Medicine Duties : • Co- facilitate the work of the community partnership team of medical providers and community agencies with the goal of increasing community awareness of services and linking residents to care through a formal referral network . This can include finding meeting dates or locations , formulating agendas, and helping with partner outreach . The partnership meetings will be held quarterly thereafter with regular partner communication via email . • The director will collaboratively work with OCHD on guiding the Community Health Worker (CHW) position in meeting grant deliverables . • The director will collaborate with OCHD on completing focus groups, finalizing analysis , and providing input on next steps for program development based on the feedback received from the focus groups . • Provide three Living Healthy Program classes during the grant period and conduct general outreach via the CHW cross promoting services . The director will collect and provide data for grant reporting on patient activation at the first class and at the end of the series of classes to measure the impact of our intervention toward making behavioral change . Work with the Community Health Worker on Living Healthy class logistics where appropriate to include , e . g . assembling participant information , tracking PAM scores, and reporting on numbers on enrollees .